Common use of Matters Relating to Additional Real Property Collateral Clause in Contracts

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an Additional Mortgaged Property), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an Additional Mortgage), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (de) A. Additional Mortgages, etcEtc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property (which may include a renewal of any lease on existing Leasehold Property) or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property with a value in excess of $1,000,000 or any Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, insurance and environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (de) Additional MortgagesA. ADDITIONAL MORTGAGES, etcETC. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Propertyproperty, in either the case of clause (ii), excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or any then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an Additional Mortgaged Property"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an Additional Mortgage"ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (dea) Additional Mortgages, etc. From and after the Closing Date, except with respect to any Real Property Asset with a fair market value of less than $1,000,000 individually or $5,000,000 in the aggregate from the Closing Date to the applicable date of determination, in the event that (ix) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (iiy) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Propertyproperty, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor third party or (in the case of clause (y) above) then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable after reasonably commercial efforts to obtain such lessor's or senior lienholderthird party's consent (any such non-excluded Real Property Asset described in the foregoing clause (ix) or (iiy) being an Additional Mortgaged Property"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall deliver to Administrative Collateral Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following: (i) a fully executed and notarized Mortgage (an Additional Mortgage), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Credit Party in such Mortgaged Property; (ii) (a) a favorable opinion of counsel to such Credit Party, in form and substance reasonably satisfactory to Collateral Agent and its counsel, as to the due authorization, execution and delivery by such Credit Party of such Mortgage and such other matters as Collateral Agent may reasonably request, and (b) if required by Collateral Agent, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such Additional Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters (including any matters governed by the laws of such state regarding personal property security interests in respect of any Collateral located on such Additional Mortgaged Property) as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date (iii) (a) if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Collateral Agent., an ALTA mortgagee title insurance policy or an unconditional commitment therefor (an "ADDITIONAL MORTGAGE POLICY") CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A

Matters Relating to Additional Real Property Collateral. (dea) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor Loan Party acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset that could be a Material Owned Property, the encumbrancing Loan Party shall promptly notify the Administrative Agent of which requires such acquisition, and in the consent of event that the Administrative Agent determines that such (or any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent (any such non-excluded other) Real Property Asset described in the foregoing clause (i) or (ii) being should become an Additional Mortgaged Property), Company or such Subsidiary Guarantor the Borrower shall deliver deliver, to the Administrative Agent, within 45 days (or such extended period of time as soon as practicable agreed to by the Administrative Agent) after its receipt of such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantordetermination from the Administrative Agent, as the case may be, a fully executed and notarized Mortgage Mortgages (an “Additional MortgageMortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such the applicable Loan Party in such Additional Mortgaged Property; , together with mortgagee title insurance policies or commitments therefor, and such opinionscopies of all surveys, appraisaldeeds, title exception documents, title insuranceflood hazard certificates and other documents as the Administrative Agent may reasonably require with respect to such Additional Mortgaged Property, environmental reports that would have been delivered on including an update to Schedule 1.01(c). (b) From and after the Closing Date Date, in the event that any Loan Party enters into any lease with respect to any Real Property Asset that could be a Material Leasehold Property, the Borrower shall deliver to the Administrative Agent copies of the lease, and all amendments thereto, between the Loan Party and the landlord or tenant, together with, if the Administrative Agent determines the same to be a Material Leasehold Property and so requests, a Landlord Waiver with respect thereto and where required by the terms of any lease, the consent of the mortgagee, ground lessor or other party. (c) If requested by the Administrative Agent, the Loan Parties shall permit an independent real estate appraiser satisfactory to the Administrative Agent, upon reasonable notice, to visit and inspect any Additional Mortgaged Property for the purpose of preparing an appraisal of such Additional Mortgaged Property satisfying the requirements of all applicable laws and regulations (in each case to the extent required under such laws and regulations as determined by the Administrative Agent in its sole discretion). (d) Notwithstanding anything contained in this Agreement to the contrary, no Mortgage shall be executed and delivered with respect to any real property unless and until each Lender (i) has received, at least twenty Business Days prior to such execution and delivery, a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination, and, if such Additional Mortgaged Property were is located in a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.special flood hazard area,

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Restatement Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisalappraisals, documents, title insurance, and environmental reports that would have been delivered on or before the Closing Restatement Date if such Additional Mortgaged Property were a Closing Date an Existing Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholderlien holder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's xxxx xxxxxx’x consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisalappraisals, documents, title insurance, and environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (dea) Additional Mortgages, etc. From and after the Closing DateEffective Time, in the event that (i) Company or any Subsidiary Guarantor Credit Party acquires any fee interest in real property or any Leasehold Additional Mortgaged Property or (ii) at in the time event that the Agent or the Required Lenders determine that any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's or senior lienholder's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being has become an Additional Mortgaged Property), Company or such Subsidiary Guarantor the Credit Parties shall, and shall cause each of their Subsidiaries to (i) deliver to Administrative the Agent, as soon as practicable after such Person acquires such the Agent or the Required Lenders have notified the Credit Parties that a Real Property Asset is an Additional Mortgaged Property or becomes a Subsidiary GuarantorProperty, as the case may be, a fully executed and notarized Mortgage Mortgages (an “Additional MortgageMortgages”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan the applicable Credit Party in such Additional Mortgaged Property; , together with mortgagee title insurance policies or commitments therefor, opinions of counsel with respect to such Additional Mortgages and such opinionscopies of all surveys, appraisaldeeds, title exception documents, title insurance, environmental reports that would have been delivered on flood hazard certificates and other documents as the Closing Date if Agent or the Required Lenders may reasonably require with respect to such Additional Mortgaged Property were Property, all of which shall be in form and substance satisfactory to the Agent and provided at the sole cost and expense of the Credit Parties, and (ii) take or cause to be take all such other actions as the Agent or the Required Lenders may reasonably require in order to provide the Agent with a Closing Date perfected, First Priority Lien (other than Permitted Liens) on such Additional Mortgaged Property or that may Property, all of which actions shall be reasonably required by Administrative Agenttaken in a manner satisfactory to the Agent and at the sole cost and expense of the Credit Parties.

Matters Relating to Additional Real Property Collateral. (dea) Additional Mortgages, etc. From and after the Effective Date, except with respect to any Real Property Asset with a fair market value of less than $1,000,000 individually or $5,000,000 in the aggregate from the Closing DateDate to the applicable date of determination, in the event that (ix) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (iiy) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Propertyproperty, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor third party or (in the case of clause (y) above) then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable after reasonably commercial efforts to obtain such lessor's or senior lienholder's third party’s consent (any such non-excluded Real Property Asset described in the foregoing clause (ix) or (iiy) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Collateral Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, the following: (i) a fully executed and notarized Mortgage (an Additional Mortgage), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Credit Party in such Additional Mortgaged Property; (ii) (a) a favorable opinion of counsel to such Credit Party, in form and substance reasonably satisfactory to Collateral Agent and its counsel, as to the due authorization, execution and delivery by such Credit Party of such Mortgage and such opinionsother matters as Collateral Agent may reasonably request, appraisaland (b) if required by Collateral Agent, documentsan opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in the state in which such Additional Mortgaged Property is located with respect to the enforceability of the form of Mortgage to be recorded in such state and such other matters (including any matters governed by the laws of such state regarding personal property security interests in respect of any Collateral located on such Additional Mortgaged Property) as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; (iii) (a) if reasonably required by Collateral Agent, an ALTA mortgagee title insuranceinsurance policy or an unconditional commitment therefor (an “Additional Mortgage Policy”) issued by the Title Company with respect to such Additional Mortgaged Property, environmental reports in an amount reasonably satisfactory to Collateral Agent, taking into consideration the interest of the Credit Party in such Additional Mortgaged Property, insuring Collateral Agent against loss or damage due to title to such Additional Mortgaged Property being vested in a Person other than such Credit Party and assuring Collateral Agent that would have been such Mortgage creates a valid and enforceable First Priority Lien on such Additional Mortgaged Property, subject only to the standard exceptions, which Additional Mortgage Policy (1) shall, to the extent available in such jurisdiction, include an endorsement for mechanics’ liens, for future advances under this Agreement and for any other matters reasonably requested by Collateral Agent and (2) shall provide for affirmative insurance and such reinsurance as Collateral Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to Collateral Agent; and (b) evidence satisfactory to Collateral Agent that such Credit Party has (i) delivered on to the Closing Date Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Mortgage Policy and (ii) paid to the Title Company or to the appropriate governmental authorities all expenses and premiums of the Title Company in connection with the issuance of the Additional Mortgage Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgage in the appropriate real estate records; (iv) if no Additional Mortgage Policy is required with respect to such Additional Mortgaged Property, a title report issued by the Title Company with respect thereto, dated not more than thirty (30) days prior to the date such Mortgage is to be recorded (or if not possible to obtain a title report dated less than thirty (30) days prior to such date, then dated as closely as possible prior to such date, but in no event more than sixty (60) days prior to such date) and satisfactory in form and substance to Collateral Agent; (v) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (v) or (vi) above; and (vi) (a) evidence, which may be in the form of a certificate from an insurance broker or a municipal engineer, as to (1) whether such Additional Mortgaged Property is a Flood Hazard Property and (2) if so, whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, (b) if such Additional Mortgaged Property were is a Closing Date Flood Hazard Property, such Credit Party’s written acknowledgement of receipt of written notification from Collateral Agent (1) that such Additional Mortgaged Property or is a Flood Hazard Property and (2) as to whether the community in which such Flood Hazard Property is located is participating in the National Flood Insurance Program, and (c) in the event such Additional Mortgaged Property is a Flood Hazard Property that may be reasonably is located in a community that participates in the National Flood Insurance Program, evidence that Company has obtained flood insurance in respect of such Flood Hazard Property to the extent required by Administrative Agentunder the applicable regulations of the Board of Governors of the Federal Reserve System.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Propertyproperty, in either case excluding (a) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's consent or (b) so long as no Event of Default shall have occurred and be continuing, any such Real Property Asset that Company or such Subsidiary Guarantor intends to sell and lease back (and does sell and lease back) in accordance with subsection 7.9 within 270 days of the date of acquisition of such Real Property Asset or the date such Person becomes a Subsidiary Guarantor, as the case may be (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an Additional Mortgaged Property"ADDITIONAL MORTGAGED PROPERTY"), Company will promptly notify Administrative Agent of that fact and Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable if requested by Administrative Agent, within 30 days after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorGuarantor or, in the case of any such Real Property Asset which was excluded from being an Additional Mortgaged Property pursuant to clause (b) above, and which was not sold and leased back within the applicable 270-day period, within 30 days of the expiration of such 270-day period, or if no earlier request is made by Administrative Agent, within six months after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor or within six months after the expiration of the applicable 270-day period, as the case may be, a fully executed and notarized Mortgage (an Additional Mortgage), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.following:

Matters Relating to Additional Real Property Collateral. (de) Additional Within 30 days after the Closing Date, each Loan Party shall use commercially reasonable efforts to deliver fully executed and notarized Mortgages, etcin proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in all Leasehold Properties existing as of the Closing Date, together with such other documents reasonably required by Administrative Agent in connection therewith. From and after the Closing Date, in the event that (i) Company Parent or any Subsidiary Guarantor other Loan Party acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company Parent and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company if requested by Administrative Agent, Parent or such Subsidiary Guarantor other Loan Party shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may beProperty, a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisalappraisals, documents, title insurance, and environmental reports that would have been delivered on or before the Closing Date if such Additional Mortgaged Property were a an Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Material Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Material Leasehold Property, in either case excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (ii) above) then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an Additional Mortgaged Property"ADDITIONAL MORTGAGED PROPERTY"), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an Additional Mortgage"ADDITIONAL MORTGAGE"), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, insurance and environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative AgentAgents and, if a Leasehold Property, a Landlord Consent and Estoppel with respect thereto and evidence that such Leasehold Property is a Recorded Leasehold Interest.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. A. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Propertyproperty, in either case excluding (a) any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, unable to obtain such lessor's or senior lienholder's consent or (b) so long as no Event of Default shall have occurred and be continuing, any such Real Property Asset that Company or such Subsidiary Guarantor intends to sell and lease back in accordance with subsection 7.9 within 270 days of the date of acquisition of such Real Property Asset (provided that for purposes of this subsection, Company will be deemed to have acquired the Sprint Stores with a sale/leaseback value of up to $9,000,000 on the Effective Date) or the date such Person becomes a Subsidiary Guarantor, as the case may be (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an "Additional Mortgaged Property"), Company will promptly notify Administrative Agent of that fact and Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable unless otherwise extended for a period of up to six months by Administrative Agent, within 30 days after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorGuarantor or, in the case of any such Real Property Asset which was excluded from being an Additional Mortgaged Property pursuant to clause (b) above, and which was not sold and leased back within the applicable 270-day period, within 30 days of the expiration of such 270-day period, as the case may be, a fully executed and notarized Mortgage (an Additional Mortgage), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.following:

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company owns a fee interest in the Headquarters at any time on or after the first anniversary of the Closing Date, (ii) Company or any Domestic Subsidiary Guarantor acquires any fee interest in domestic real property or any Material Leasehold Property with a fair market value in excess of $500,000 in the reasonable judgment of Company or otherwise material to the operations of Company and its Subsidiaries, taken as a whole, or (iiiii) at the time any Person becomes a Subsidiary GuarantorDomestic Subsidiary, such Person owns or holds any fee interest in domestic real property or any Material Leasehold PropertyProperty with a fair market value in excess of $500,000 in the reasonable judgment of Company or otherwise material to the operations of Company and its Subsidiaries, taken as a whole, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (ii) above) then-existing senior lienholderlien holder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's xxxx xxxxxx’x consent (any such non-excluded Real Property Asset described in the foregoing clause clauses (i) or - (iiiii) being an “Additional Mortgaged Property”), Company or such Domestic Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable (and in any event within 30 days) after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary GuarantorDomestic Subsidiary, or on the first anniversary of the Closing Date, in the case of the Headquarters, as the case may be, a fully executed and notarized Mortgage mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinionsopinions related thereto, appraisal, documents, title insurance, Phase I environmental site assessment reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, an Additional Mortgage Policy and evidence reasonably satisfactory to Administrative Agent that the relevant Loan Party has (a) delivered to the Title Company all certificates and affidavits reasonably and customarily required by the Title Company in connection with the issuance of the Additional Mortgage Policy and (b) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Additional Mortgage Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the applicable Additional Mortgage in the appropriate real estate records.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in real property or any Leasehold Property or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in real property or any Leasehold Property, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insurance, environmental reports reports, including Phase I environmental assessments, that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent.

Matters Relating to Additional Real Property Collateral. (de) Additional Mortgages, etc. From and after the Closing Restatement Date, in the event that (i) Company or any Subsidiary Guarantor acquires any fee interest in domestic real property or any Material Leasehold Property with a fair market value in excess of $500,000 in the reasonable judgment of Company or otherwise material to the operations of Company and its Subsidiaries, taken as a whole, or (ii) at the time any Person becomes a Subsidiary Guarantor, such Person owns or holds any fee interest in domestic real property or any Material Leasehold PropertyProperty with a fair market value in excess of $500,000 in the reasonable judgment of Company or otherwise material to the operations of Company and its Subsidiaries, taken as a whole, in either the case of clause (ii) above excluding any such Real Property Asset the encumbrancing of which requires the consent of any applicable lessor or (in the case of clause (ii) above) then-existing senior lienholder, where Company and its Subsidiaries have attempted in good faith, but are unable, to obtain such lessor's ’s or senior lienholder's ’s consent (any such non-excluded Real Property Asset described in the foregoing clause (i) or (ii) being an “Additional Mortgaged Property”), Company or such Subsidiary Guarantor shall deliver to Administrative Agent, as soon as practicable after such Person acquires such Additional Mortgaged Property or becomes a Subsidiary Guarantor, as the case may be, a fully executed and notarized Mortgage mortgage (an “Additional Mortgage”), in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering the interest of such Loan Party in such Additional Mortgaged Property; and such opinions, appraisal, documents, title insuranceopinions related thereto, environmental reports that would have been delivered on the Closing Date if such Additional Mortgaged Property were a Closing Date Mortgaged Property or that may be reasonably required by Administrative Agent, an Additional Mortgage Policy and evidence reasonably satisfactory to Administrative Agent that the relevant Loan Party has (a) delivered to the Title Company all certificates and affidavits reasonably and customarily required by the Title Company in connection with the issuance of the Additional Mortgage Policy and (b) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Additional Mortgage Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the applicable Additional Mortgage in the appropriate real estate records.